Cynthia Goh is a Partner with the Mergers & Acquisitions and Capital Markets practice at Rajah & Tann Singapore. She has more than twenty years of experience in mergers and acquisitions, schemes of arrangement, reverse takeovers, divestments, corporate finance, capital markets and general corporate work.
Consistently listed as one of Asia’s leading lawyers in the area of Mergers & Acquisitions by Asialaw, Cynthia has also been cited by The Legal 500 Asia Pacific as having “experience and standing in the market”, and praised for providing “consistently sound advice”. She has been selected by her peers for inclusion in Best Lawyers since 2013 for her work in Mergers & Acquisitions, and has been named in Who’s Who Legal for her work in M&A and Governance since 2017 (including being identified by Who’s Who Legal as a Thought Leader in M&A for 2021). Identified as a Stand-out Lawyer by Thomson Reuters, Cynthia has also been nominated by clients as one of the most outstanding lawyers they have worked with and cited as earning “plaudits for her substantial experience on domestic and cross-border transactions across a wide range of industries”.
Cynthia also advises on securities laws and regulations, stock exchange procedure and compliance issues, and has been involved in both cross-border as well as local deals.
Some of the more significant transactions handled by her include acting for Hwa Hong Corporation Limited in the recent unsolicited voluntary conditional cash offer (subsequently converted to mandatory conditional cash offer) by Sanjuro United Pte. Ltd. for all the issued and paid-up ordinary shares in the capital of Hwa Hong, at a price that values the company at S$261 million; the S$101 million acquisition by SGX-listed AEM Holdings Limited of the entire issued share capital of CEI Limited, with the consideration comprising part cash and shares in AEM; the S$450 million sale by the Lee Rubber Companies of their entire shareholding interests in Anson Company (Private) Limited to Halcyon Rubber Company Pte. Ltd. for an aggregate cash consideration of S$450 million; the sale by OCBC Bank and its insurance arm Great Eastern of their stakes in Fraser & Neave, Limited and Asia Pacific Breweries Limited to Thai Beverage and its affiliate for S$3.8 billion and United Engineers Limited’s competing general offer for shares and convertible bonds of WBL Corporation Limited at S$1.25 billion.
Mergers & Schemes of Arrangement
- Acted in the merger between Tat Lee Bank Limited and Keppel Bank of Singapore Limited (with total assets exceeding S$33 billion) – this was the first case in Singapore which utilised the scheme of arrangement route.
- Acted in the merger between The Commercial Bank of Korea Ltd and Hanil Bank.
- Acted in the contested merger of Vickers Ballas Holdings Limited and GK Goh Holdings Limited (with total shareholders’ funds amounting to about S$1 billion) via a scheme of arrangement.
- Acted in the merger of the local and foreign tranches of Singapore Petroleum Company Limited.
- Acted for United Engineers Limited in the group's competing general offer for stock units and convertible bonds of WBL Corporation Limited, which valued WBL at S$1.25 billion.
- Acted in the sale by OCBC Bank and its insurance arm Great Eastern and the Lee family of their stakes in Fraser & Neave, Limited and Asia Pacific Breweries Limited to Thai Beverage and an affiliate of Thai Beverage, for a total consideration of S$3.8 billion. This deal won the Singapore M&A Deal of the Year Award at the Asian Legal Business South East Asia Law Awards in 2013.
- Acted for the Fortis group in a hotly contested takeover offer for Parkway Holdings Limited between Khazanah Nasional Berhad (Malaysia’s sovereign wealth fund) and Fortis Global Healthcare Holdings Pte. Ltd. This was one of the largest and most prominent contested takeovers in Singapore’s corporate history with a deal value of US$3.4 billion. This deal won the M&A Deal of the Year and Singapore Deal of the Year at the Asian Legal Business South East Asia Law Awards in 2011.
- Acted in the competing takeover offer by Knowledge Two Investment Pte Ltd (a subsidiary of Lee Latex (Pte) Ltd) for The Straits Trading Company Limited, which valued the target at approximately S$2.13 billion.
- Advised 98 Holdings (a consortium comprising Temasek Holdings and Ong Beng Seng) in the contested control against Oei Hong Leong for NatSteel Ltd, which valued the target at S$769.5 million.
- Acted for Overseas Union Bank Limited in the competing share cum cash takeover offers by UOB and DBS for OUB, which valued OUB at S$10.2 billion and S$9.4 billion respectively.
- Acted for SMB United Limited in the competing voluntary general offers by Boer Power Holdings Limited and Osaki Electric Co., Ltd, which valued SMB at S$164.2 million and S$205.2 million, respectively.
- Acted for Kim Eng Holdings Limited in its S$150 million general offer for Ong Asia Limited.
- Acted for Andree Halim in the S$168.3 million takeover offer for QAF Limited.
- Acted for Hong Leong Asia in its S$200 million takeover offer for Tasek Corporation Berhad.
- Acted in the S$108 million takeover offer for DovechemStolthaven Limited.
- Acted in the reverse takeover by PT Indofood Sukses Makmur Tbk (“PT ISM”), involving injection of a major vertically-integrated edible oils and fats company from PT ISM for S$393 million.
- Acted in the reverse takeover bySky One Holdings Limited, valued at about S$38 million.
Acted for Golden Screen Limited, a subsidiary of HKEx-listed Orange Sky Golden Harvest Entertainment (Holdings) Limited and an existing 50% shareholder of Dartina Development Limited, in its S$175 million acquisition of the remaining 50% shareholding in Dartina Development Limited from Village Cinemas Australia Pty Ltd, a subsidiary of ASX-listed Village Roadshow Limited. The Dartina group owns and operates the “Golden Village” cinema business in Singapore.
Acted for PT Bahtera Hijau Mandiri in the acquisition of 50% of the issued share capital of Water Future Pte Ltd, which is one of the shareholders of PT Pam Lyonnaise Jaya, an entity carrying out water treatment and a water supply operator in the western part of Jakarta, Indonesia.
Acted in the acquisition by Moya Holdings Asia Limited, which is listed on the Catalist board of the SGX-ST, in a cross-border deal involving the acquisition of the entire issued and paid up share capital of Acuatico Pte. Ltd. for an aggregate cash consideration of approximately US$92.87 million. The transaction also involved debt refinancing of the Acuatico group's existing loans of approximately US$152.31 million via an assignment to the Purchaser.
Acted in the $1.6 billion acquisition by Indofood Agri Resources Ltd. of a majority stake in PT Perusahaan Perkebunan London Sumatra Indonesia Tbk, a company listed on the Jakarta and Surabaya stock exchanges.
Acted in the acquisition by Hong Leong Asia Ltd. group of:
- 80% of the issued share capital of Airwell Air-conditioning (Asia) Company Limited from ACE SAS for a total investment of approximately US$31.4 million; and
- the entire issued share capital of Fedders Hong Kong Company Limited (“FHK”) from Elco Holland BV for a total cash consideration of US$2 million.
- Acted in the£556 million acquisition by London-listed Millennium & Copthorne Hotels Plc from CDL Hotels International Limited of over 40 hotels in Australia, New Zealand and the Asia Pacific region.
- Acted in the S$95.94 million acquisition by CJ GLS Corporation (a Korean Stock Exchange listed company) of the business of Accord Express Holdings Pte Ltd.
- Acted in the S$428 million disposal by United Overseas Bank Limited of all its interests in UOB Life Assurance Limited to Prudential Singapore Holdings Pte. Limited.
- Acted in the S$989.8 million disposal by UOB group of its 55.04% stake in Overseas Union Enterprise Limited.
- Acted in the S$203 million disposal by OCBC group of its 29.9% stake in Robinson and Company, Limited.
- Acted in the S$73.3 million disposal by UOB group of its 54.5% stake in Hotel Negara Limited.
- Acted in the divestment by UOB of its 34.7% stake in United Overseas Land Limited involving S$347 million by way of a distribution in specie and S$276.25 million exchangeable bond issue.
- Acted in the distribution by MPH Limited of its shares in AVJennings Homes Limited (a company listed on the Stock Exchange of Australia) to stockholders via a scheme of arrangement.
Acted in the securitisation of Century Square Shopping Centre.
Placement of Shares
- Acting for Hong Leong Asia Investments Pte. Ltd., a wholly-owned subsidiary of Hong Leong Asia Ltd, in its S$45.9 million subscription of shares in BRC Asia Limited and its S$22.2 million acquisition of 6.16% shares in BRC Asia Limited.
- Acted for Koh Brothers Eco Engineering Limited, which is listed on the Catalist Board of the Singapore Exchange Securities Trading Limited, in its S$38.07 million placement of shares to Penta-Ocean Construction Co., Ltd..
Memberships / Directorships
- Member, Singapore Academy of Law
- Member, Law Society of Singapore
Author of ‘A Q&A guide to mergers and acquisitions in Singapore’ – published in the PLC Global Counsel Mergers and Acquisitions Handbook 2004/05